CBCA-Glossary

A

Additional address

An additional address is useful for a corporation that wants to receive annual return reminder notices and other correspondence from Corporations Canada at an address that is different from its registered office
address. If a corporation provides us with an additional address, we
will send annual return reminder notices to the additional address
instead of to the registered office address. However, if an email
address is subscribed to receive annual return reminder notices, an
additional address is probably not necessary.

Address of a director

The address of a director must be a residential address or other address for service. An address for service is an address where legal documents must be accepted by the director or someone on their behalf, and where an acknowledgement or delivery receipt can be provided, if required. An address for service can be the residential address of the director or a business address.

Amalgamation

Amalgamation refers to a transaction in which two or more corporations merge to form one new corporation. An amalgamation under the CBCA must be approved by a special resolution of the shareholders.

An annual meeting is a meeting of the shareholders of a corporation which is required to be held each year. It is the responsibility of the directors
to call an annual meeting of shareholders not later than 18 months
after a corporation comes into existence and, then, not later than 15
months after holding the last annual meeting. At the annual meeting,
shareholders must consider the financial statements, the auditor’s
report, the election of directors and the appointment of auditors. The
shareholders may also consider the minutes of the previous meeting, the
directors’ annual report and any other relevant business. Small
corporations may consider using a written resolution in lieu of a meeting.

Annual return reminder notices

Annual return reminder notices are sent to corporations by Corporations
Canada, as a courtesy, to remind each corporation that its Form 22 - Annual Return is due to be filed.

Articles are the legal documents that govern a corporation and they form part of a corporation’s corporate records.
They include original or restated articles of incorporation, articles
of amendment, articles of amalgamation, articles of continuance,
articles of reorganization, articles of arrangement, articles of
dissolution and articles of revival, including any amendments.

Assigned numbered name

An assigned numbered name is the corporate name assigned to a corporation by Corporations Canada. It is composed of three parts: an assigned number, the word “Canada” and a legal element;
for example, 1234567 Canada Inc. Having a numbered name assigned to a
corporation can be useful when a corporation does not want to submit a
proposed name to Corporations Canada for name approval. However, since the corporate name forms part of a corporation’s articles, if the corporation later wants to change its name, it must make an amendment.

Authorized individual

An authorized individual is someone who has relevant knowledge of a corporation and who has been authorized by the directors, or as appropriate, by the incorporators of that corporation to sign a particular form.

Auto–returned

An
online application will be auto-returned (i.e., it will be automatically
returned to the applicant by the electronic system without human
intervention) if it consists solely of provisions that either do not
need to be approved or that have already been approved by Corporations
Canada. These provisions include: pre-approved corporate names,
assigned numbered names, reserved numbered names, pre-approved
schedules, pre-defined text and "none".

A body corporate is any business that is incorporated and includes a corporation created under the CBCA. It is most often referred to as a company.

Business Number

The Business Number (BN) is part of a unique federal government
numbering system that identifies a business and the accounts it
maintains with the Canada Revenue Agency (CRA). The BN for a corporation is different from the corporation’s corporation number.
The BN is composed of a 9-digit registration number that identifies the
business and a 6-character account identifier. It is assigned to the
business by CRA. (For search or identification purposes with
Corporations Canada, the 9-digit registration number is relevant). By
contrast, the 7-digit corporation number is assigned to the corporation
by Corporations Canada. You can find a corporation’s BN by accessing
Corporations Canada online database of federal corporations or by contacting Corporations Canada or CRA [http://www.cra-arc.gc.ca] directly.

By-laws

By-laws are the regulations or rules made by a corporation to govern its internal affairs. By-laws often deal with things that are not specified by the CBCA (e.g. requirements for holding meetings of directors and/or shareholders).

C

CBCA

CBCA is the acronym for the Canada Business Corporations Act.
It is the statute that governs federally incorporated businesses, not
including banks, insurance companies or trust and loan companies. For
the full text of the CBCA, consult the Department of Justice website [http://www.justice.gc.ca].

Ceasing to be a director

Ceasing to be a director refers to when a director of a corporation is no longer a director because the director resigned, was removed from office, became disqualified or died.

Certificate of Amalgamation

A Certificate of Amalgamation is issued by Corporations Canada upon an amalgamation under the CBCA. The amalgamation is effective on the date shown on the certificate.

Certificate of Amendment

A Certificate of Amendment is issued by Corporations Canada upon an amendment under the CBCA. The amendment becomes effective on the date shown on the certificate.

Certificate of Compliance

A Certificate of Compliance is issued by Corporations Canada in response to a request concerning a particular federal corporation. It certifies that, on the date of the request, the corporation existed, had filed the required Form 22 - Annual Returns and had paid all required fees.

Certificate of Continuance

A Certificate of Continuance is issued by Corporations Canada upon a continuance into the CBCA.
The continuance is effective and the corporation comes under the
jurisdiction of the CBCA as if it had been incorporated under the CBCA
on the date shown on the certificate.

Certificate of Dissolution

A Certificate of Dissolution is issued by Corporations Canada upon a dissolution under the CBCA. The dissolution is effective and the corporation ceases to exist on the date shown on the certificate.

Certificate of Existence

A Certificate of Existence is issued by Corporations Canada in response to a request concerning a particular federal corporation.
It certifies that the corporation exists on the date the request is
submitted, existed on a specific date, or existed during a specific
period.

Certificate of Incorporation

A Certificate of Incorporation is issued by Corporations Canada upon an incorporation under the CBCA. A corporation comes into existence on the date shown on the certificate.

Certificate of Intent to Dissolve

A Certificate of Intent to Dissolve is issued by Corporations Canada upon a corporation proposing its voluntary liquidation and dissolution under section 211 of the CBCA.
On the date shown in the certificate, the corporation must cease to
carry on business except to the extent necessary for the liquidation of
the corporation. However, its corporate existence continues until
Corporations Canada issues a Certificate of Dissolution.

Certificate of Revival

A Certificate of Revival is issued by Corporations Canada upon a revival under the CBCA. The revival is effective and the body corporate is revived as a corporation under the CBCA on the date shown on the certificate.

Certificate of Revocation of Intent to Dissolve

A Certificate of Revocation of Intent to Dissolve is issued by Corporations Canada upon application by a corporation under section 211 of the CBCA. It is only available when the corporation has applied for and received a Certificate of Intent to Dissolve under section 211 of the CBCA and before the corporation has received a Certificate of Dissolution.
The revocation is effective on the date shown in the Certificate of
Revocation of Intent to Dissolve and the corporation may resume carrying
on its business.

Classes of shares

Classes of shares refers to the types of shares a corporation can issue. Under the CBCA, a corporation must issue at least one class of shares, usually called ‘common shares’.
If the corporation has more than one class of shares, each class must
be named (e.g., ‘Class A’ or ‘Class B’ shares) and the rights,
privileges and restrictions attaching to each class of shares must be
set out in the articles of the corporation. If you
have questions about the share structure of a corporation, you should
contact a lawyer or business professional.

Combined name

A
combined name is a legally designated corporate name that combines the
English and French form into one name so that the English and the French
forms cannot be used separately. Only one legal element is required in a
combined name. The legal element “inc.” would have the desired
bilingual capacity for this purpose. Examples: Coiffures CHICO
Hairdressing Inc. or Chauffeur Star/Etoile Inc.

Common shares

Common shares are typically shares that entitle their owners to participate fully in the corporation and to receive dividends and any remaining property of the corporation available for distribution on its dissolution or windup.

Continuance is a procedure that allows a company governed by the laws of
one jurisdiction to leave that jurisdiction and become governed by the
laws of another jurisdiction. A continuance (import) refers to a
corporation coming into the CBCA. A
continuance (export) or discontinuance refers to a corporation leaving
the CBCA. A continuance under the CBCA must be approved by a special resolution of the shareholders.

Corporate name

A corporate name is the legal name of a corporation. It is set out in the articles of a corporation and it can only be changed by amendment.

A
corporation is a legal entity, commonly referred to as a “company” that
has the same rights and obligations as a natural person under Canadian
law. For example, a corporation can acquire assets, go into debt, enter
into contracts and even sue or be sued. A corporation’s money and other
assets belong to the corporation and not to its shareholders. Under the CBCA, a corporation refers to a company that is governed by the CBCA.

The CBCA requires that, when a corporation applies for dissolution, a person be granted custody of that corporation’s corporate records.
This person must be able to produce the corporate records for six years
following the date of dissolution. The name and address of the person
must be provided to Corporations Canada when the corporation applies for
dissolution. Subsequent changes to that information must be provided to
Corporations Canada in writing.

D

Director

A director is an individual elected by the shareholders of a corporation
to supervise the management of the corporation. A director is also an
individual who is named to the first board of directors when the
corporation first comes under the jurisdiction of the CBCA (i.e., by incorporation, continuance or amalgamation) and who holds office until the first annual meeting. A director can also be a replacement director put in place through an appointment of a director.

Director appointed under the CBCA

The Director appointed under the CBCA is the individual appointed by the federal Minister of Industry under the provisions of the CBCA to administer the CBCA.

Dissolution

Dissolution is the act of ending the existence of a corporation.
A dissolution can be initiated by a corporation (known as a voluntary
dissolution) or it can be ordered by a court. A corporation can also be
dissolved by Corporations Canada for failure to comply with the CBCA
(known as an administrative dissolution).

Distributing corporation

A distributing corporation is typically a corporation that offers its shares for sale to the public (see subsection 2 (1) of the CBCA regulations
for a more detailed definition). Distributing corporations must comply
with the registration and prospectus filing requirements and other
related procedures set out in the CBCA and, since they are also typically reporting issuers under provincial/territorial securities laws
they must also comply with those laws or U.S. securities laws. If you
are unsure about whether a corporation is distributing or not, you
should contact a lawyer or a business professional.

Disqualified director

An individual is disqualified from being a director of a corporation if the person is less than eighteen years old, has been declared of unsound mind, or has the status of bankrupt.

E

On a continuance into the CBCA,
the exporting jurisdiction is the law under which the continuing
company is incorporated immediately before it continues into the CBCA.

Extra-provincial/territorial registration

Extra-provincial/territorial registration refers to the process by which a corporation registers to carry on business in a province or territory. Incorporation
gives a corporation the ‘capacity’ to carry on business anywhere in
Canada but provincial/territorial laws also require the corporation to
‘register’ in the province or territory in which it will actually carry
on business. This enables the public to find the corporation in the
public registry of the province or territory where the corporation is
doing business, regardless of where it is incorporated. If you have
questions about what it means to “carry on business” in a particular
jurisdiction or whether a corporation should register in a particular
jurisdiction, you should consult that jurisdiction (you can access our
list of Provincial Registrars) and/or a lawyer or a business professional.

F

Fast Fill

Fast fill is a feature in our online transactions that allows you to
have your name, organization, telephone number and email address
automatically inserted into the relevant fields simply by clicking the
Fast Fill button rather than having to type in the information each
time.

Fixed number of directors

A fixed number of directors refers to a corporation that has a specific number of directors rather than a maximum and a minimum number of directors set out in its articles (e.g., ten directors rather than a maximum of 12 directors and a minimum of eight directors).

Form 2 - Initial Registered Office and First Board of Directors contains information required simultaneously with an application for incorporation, amalgamation and continuance (import) under the CBCA. It sets out a corporation’s full registered office address as well as the names and residential addresses of the members of the first board of directors of the corporation. It is part of a corporation’s corporate records.
The CBCA requires all federal corporations to provide Corporations
Canada with this information and to keep it up to date at all times.

Form 3 - Change of Registered Office Address

Form 3 - Change of Registered Office sets out any change in a corporation’s registered office address. It is part of a corporation’s corporate records. The CBCA requires all federal corporations to provide Corporations Canada with this information within 15 days of the change.

Form 4 - Articles of Amendment

Form 4 - Articles of Amendment contains information required for an amendment under the CBCA (e.g., a change in the corporate name, the number of directors and/or the types of shares the corporation can have as well as the province in which the corporation’s registered office is situated). Once approved by Corporations Canada, the articles are appended to the Certificate of Amendment and they become one of the legal documents that govern the federal corporation. They are part of a corporation’s corporate records.

Form 6 - Changes Regarding Director

Form 6 - Changes Regarding Directors sets out any changes in the board of directors of a corporation, including: the election/appointment of a new director; the resignation, death, removal or disqualification of a director; and, the change in residential address of a current director. It is part of a corporation’s corporate records. The CBCA requires all federal corporations to provide Corporations Canada with this information within 15 days of the change.

Form 7 - Restated Articles of Incorporation

Form 7 - Restated Articles of Incorporation contains information required for the consolidation of a corporation’s original articles and all subsequent amendments.
It does not create new or amend existing provisions. Once approved by
Corporations Canada, the articles are appended to the Certificate of
Restated Articles and they replace the legal document that governs the
federal corporation. They are part of a corporation’s corporate records.

Form 22 - Annual Return is not a tax return. It is a corporate information form that is required to be filed once a year by each federal corporation with Corporations Canada. It is part of a corporation’s corporate records.
This form helps the federal government fulfill its responsibility of
maintaining an up-to-date and accurate database of information about
federal corporations, including whether corporations are actively
operating within the requirements of the legislation. A corporation’s
annual return must be filed within the 60 days following the
corporation’s anniversary date.

I

Insolvent means being unable to pay one’s liabilities as they become due
or having assets whose realizable value is less than the aggregate of
one’s liabilities. For a more fulsome definition, consult the Bankruptcy and Insolvency Act (BIA) on the Department of Justice website [http://www.justice.gc.ca].

L

Legal element

A legal element is the part of a corporate name that helps the public identify an organization as an incorporated business with limited liability. Under the CBCA,
every corporate name must include one of the following legal elements:
Limited, Limitée, Incorporated, Incorporée, Corporation, Société par actions de régime fédéral, Ltd., Ltée, Inc., Corp., and S.A.R.F.

Name pre-approval is a process by which Corporations Canada considers a proposed name of a corporation to ensure that the name meets the requirements of the CBCA
and its regulations. Name pre-approval is done as an independent
application, typically in advance of one of the following applications
under the CBCA: incorporation, amendment (if it relates to the corporate name), amalgamation, revival or continuance
(import). This process is intended only for those corporations that
require confirmation in advance that a proposed name will be available
for a subsequent application. The name pre-approval process generally
takes about 24 hours. Once a name is pre-approved, an applicant is given
a confirmation number. The confirmation number is required for any subsequent application involving the pre-approved name.

Non-distributing corporation

A non-distributing corporation is typically a corporation that does not offer its shares
for sale to the public. These are commonly referred to as “private
companies.” If you are unsure about whether a corporation is
distributing or not, you should contact a lawyer or a business
professional.

Notice of deficiency

A notice of deficiency is issued by Corporations Canada in response to a
request that is not acceptable. The notice of deficiency provides
instructions on how to resubmit the request.

NUANS is the
computerized search system that compares a proposed name of a
corporation with databases of existing and reserved business names as
well as trade-marks registered and applied for in Canada.

NUANS report

A NUANS
Name Search Report is a list of business names and trademarks that look
or sound similar to the name being proposed for a corporation. The list is drawn from NUANS. A NUANS report is not a name approval or a name pre-approval.
Corporations Canada uses the information contained in the NUANS Name
Search Report to determine whether the proposed name can be assigned to a
corporation.

NUANS report reservation number

A NUANS Name Search Report reservation number is the 9-digit number found on the NUANS Name Search Report or on the NUANS submission receipt.

O

Officer

An officer is an individual who manages the day-to-day operations of a corporation (e.g., president, vice-president, treasurer, secretary). Officers are appointed by the directors of the corporation. In a small corporation, one individual often occupies the position of both director and officer.

Official documents

Official documents refer to any notice or document that is required under the CBCA to be sent to or served on a corporation.
A corporation is deemed to have received all official documents that
are sent by registered mail to or that are served on a corporation’s registered office.

Ordinary resolution

An ordinary resolution is a decision by shareholders or directors that is passed by a majority of the votes cast in respect of the resolution. It may or may not be in writing. See also special resolution.

Other provisions

Other provisions refer to any other clauses a corporation may wish to include in its articles.
For example, a corporation may wish to include clauses required to
satisfy the requirements of other legislation or institutions.

P

Personal information bank

In order to manage information under the terms of the Privacy Act and the Access to Information Act, the federal government puts personal information into collections or groupings called banks that are managed by Info Source, a government agency. This system allows the government to easily determine which parts of the personal information it has collected can be released.

Provincial/territorial securities laws

Provincial/territorial securities laws refers to the statute(s) in each
province or territory that regulate(s) the sale of securities,
including shares, to the public.

R

The registered office is the legal address of a corporation. It cannot be a post office box. The CBCA requires that official documents always be sent to a corporation’s registered office address.

Reporting issuer

A reporting issuer is a defined term within provincial/territorial securities laws. If a corporation
falls within the definition of reporting issuer, it must adhere to the
requirements of the provincial/territorial securities laws and it is
usually a distributing corporation for the purposes of the CBCA.
If you are unsure about whether a corporation is a reporting issuer or
not, you should contact a lawyer or a business professional.

Request ID

A Request
ID is the number given by Corporations Canada to any request that is
submitted. It is useful to refer to this identifier when corresponding
with Corporations Canada about a particular request.

Resident Canadian

A resident Canadian includes a Canadian citizen ordinarily resident in
Canada and a permanent resident within the meaning of subsection 2(1) of
the Immigration and Refugee Protection Act. For a more detailed definition see subsection 2(1) of the CBCA “resident Canadian”.

Restated Certificate of Incorporation

A Restated Certificate of Incorporation is issued by Corporations Canada upon a consolidation of a corporation’s original articles and all subsequent amendments. The consolidation takes effect on the date shown on the certificate.

Restrictions on share transfers

Restrictions on share transfers limit the ability of shareholders to sell their shares to other persons. Any restrictions on share transfers must be set out in the articles of a corporation.

Restrictions on the business a corporation may carry on

Restrictions on the business a corporation may carry on restricts the commercial activities of a corporation.
There are circumstances when it is necessary (e.g., a governing body
requires it) or desirable (e.g., for tax purposes) to include
restrictions on business. Any restrictions on the business the
corporation may carry on must be set out in the articles of a corporation.

Revival

Revival is the process of restoring a corporation that has been dissolved as if it had never been dissolved.

S

A share is a unit of ownership of a corporation. Shares are commonly referred to as “stocks”.

Special resolution

A special resolution is a decision by the shareholders or the directors passed by at least two-thirds of the votes cast in respect of that resolution. See also ordinary resolution.

Stand alone provisions

A schedule will only be pre-approved by Corporations Canada as an
individual schedule if the provisions contained in that schedule can
stand alone. That is, the provisions of that schedule cannot relate in
any way to the provisions of another section. For example, a schedule
that sets out restrictions on two different classes of shares which are
defined elsewhere in an incorporation application will not be
pre-approved as an individual schedule. Corporations Canada staff will
determine whether or not a schedule is suitable to stand alone during
the initial examination process.

Submission date

The submission date is the date on which an online request is submitted
to Corporations Canada. Corporations Canada will consider an online
request to have been received on the submission date.

U

Unanimous shareholder agreement (USA)

A unanimous shareholder agreement is a written agreement among all of the shareholders of a corporation that restricts in whole or in part the powers of the directors to manage the business and affairs of the corporation.

W

Written resolution in lieu of a meeting

A
written resolution in lieu of a meeting is a document signed by all of
the shareholders of a corporation in lieu of a meeting of the
shareholders. It can be a practical way for small corporations with
only one or a few shareholders to meet the statutory requirement of
holding an annual meeting. The resolution must deal with all of the
things that would otherwise be considered at the annual meeting
of shareholders (e.g., consideration of the financial statements and
the auditor’s report, the election of directors, the appointment of the
auditor and any other relevant business). A copy of the resolution must
be kept with the corporate records.

Relevant Sections of the CBCA

Subsection 2 (1) of the CBCA regulations

2 (1) For the purpose of the definition “distributing corporation” in
subsection 2(1) of the Act and subject to subsections 2(6) and (7) of
the Act and subsection (2) of this section, "distributing corporation"
means

(a) a corporation that is a “reporting issuer” under any legislation that is set out in column 2 of an item of Schedule 1; or

(b) in the case of a corporation that is not a “reporting issuer” referred to in paragraph (a), a corporation

(i) that has filed a prospectus or
registration statement under provincial legislation or under the laws of
a jurisdiction outside Canada,

(ii) any of the securities of which are listed and posted for trading on a stock exchange in or outside Canada, or

(iii) that is involved in, formed for, resulting from or continued
after an amalgamation, a reorganization, an arrangement or a statutory
procedure, if one of the participating bodies corporate is a corporation
to which subparagraph (i) or (ii) applies.

Related sections

Subsection 2 (2) of the CBCA regulations states: A corporation that
is subject to an exemption under provincial securities legislation, or
to an order of the relevant provincial securities regulator that
provides that the corporation is not a “reporting issuer” for the
purposes of the applicable legislation, is not a “distributing
corporation” for the purpose of the definition of that expression in
subsection (1).

Subsection 2 (6) of the CBCA states: On the application of a
corporation, the Director may determine that the corporation is not or
was not a distributing corporation if the Director is satisfied that the
determination would not be prejudicial to the public interest.

Subsection 2 (7) of the CBCA states: The Director may determine that
a class of corporations are not or were not distributing corporations
if the Director is satisfied that the determination would not be
prejudicial to the public interest.

Subsection 2 (1) of the CBCA “resident Canadian”

(b) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

(c) a permanent resident within the meaning of subsection 2(1) of
the Immigration and Refugee Protection Act and ordinarily resident in
Canada, except a permanent resident who has been ordinarily resident in
Canada for more than one year after the time at which he or she first
became eligible to apply for Canadian citizenship;

Related sections

Section 13 of the CBCA Regulations states: For the purpose of
paragraph (b) of the definition “resident Canadian” in subsection 2(1)
of the Act, the following classes of persons are prescribed:

(a) persons who are full-time employees of the
Government of Canada or of a province, of an agency of any of those
governments or of a federal or provincial Crown corporation, if the
principal reason for their residence outside Canada is to act as
employees;

(b) persons who are full-time employees, if the principal reason
for their residence outside Canada is to act as employees, of a body
corporate

(i) of which more than 50% of the voting
shares is beneficially owned, or over which control or direction is
exercised, by resident Canadians,

(ii) a majority of the directors of which are resident Canadians, or

(iii) that is a subsidiary of a body corporate described in subparagraph (i) or (ii);

(c) persons who are full-time students at a university or other
educational institution recognized by the educational authorities of a
majority of the provinces of Canada and who have been resident outside
Canada for fewer than 10 consecutive years;

(d) persons who are full-time employees of an international association or organization of which Canada is a member; and

(e) persons who were, at the time of reaching their 60th birthday,
ordinarily resident in Canada and who have been resident outside Canada
for fewer than 10 consecutive years.

Section 210 of the CBCA

210 (1) A corporation that has not issued any shares may be dissolved at any time by resolution of all the directors.

(2) A corporation that has no property and no liabilities may be
dissolved by special resolution of the shareholders or, where it has
issued more than one class of shares, by special resolutions of the
holders of each class whether or not they are otherwise entitled to
vote.

(3) A corporation that has property or liabilities or both may be
dissolved by special resolution of the shareholders or, where it has
issued more than one class of shares, by special resolutions of the
holders of each class whether or not they are otherwise entitled to
vote, if

(a) by the special resolution or resolutions
the shareholders authorize the directors to cause the corporation to
distribute any property and discharge any liabilities; and

(b) the corporation has distributed any property and discharged any
liabilities before it sends articles of dissolution to the Director
pursuant to subsection (4).

(4) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

(5) On receipt of articles of dissolution, the Director shall issue a
certificate of dissolution in accordance with section 262.

(6) The corporation ceases to exist on the date shown in the certificate of dissolution.

Section 211 of the CBCA

211 (1) The directors may propose, or a shareholder who is entitled
to vote at an annual meeting of shareholders may, in accordance with
section 137, make a proposal for, the voluntary liquidation and
dissolution of a corporation.

(2) Notice of any meeting of shareholders at which voluntary
liquidation and dissolution is to be proposed shall set out the terms
thereof.

(3) A corporation may liquidate and dissolve by special resolution of
the shareholders or, where the corporation has issued more than one
class of shares, by special resolutions of the holders of each class
whether or not they are otherwise entitled to vote.

(4) A statement of intent to dissolve in the form that the Director fixes shall be sent to the Director.

(5) On receipt of a statement of intent to dissolve, the Director
shall issue a certificate of intent to dissolve in accordance with
section 262.

(6) On issue of a certificate of intent to dissolve, the corporation
shall cease to carry on business except to the extent necessary for the
liquidation, but its corporate existence continues until the Director
issues a certificate of dissolution.

(7) After issue of a certificate of intent to dissolve, the corporation shall

(a) immediately cause notice thereof to be sent to each known creditor of the corporation;

(b) without delay take reasonable steps to give notice of it in
each province in Canada where the corporation was carrying on business
at the time it sent the statement of intent to dissolve to the Director;

(c) proceed to collect its property, to dispose of properties that
are not to be distributed in kind to its shareholders, to discharge all
its obligations and to do all other acts required to liquidate its
business; and

(d) after giving the notice required under paragraphs (a) and (b)
and adequately providing for the payment or discharge of all its
obligations, distribute its remaining property, either in money or in
kind, among its shareholders according to their respective rights.

(8) The Director or any interested person may, at any time during the
liquidation of a corporation, apply to a court for an order that the
liquidation be continued under the supervision of the court as provided
in this Part, and on such application the court may so order and make
any further order it thinks fit.

(9) An applicant under this section shall give the Director notice of
the application, and the Director is entitled to appear and be heard in
person or by counsel.

(10) At any time after issue of a certificate of intent to dissolve
and before issue of a certificate of dissolution, a certificate of
intent to dissolve may be revoked by sending to the Director a statement
of revocation of intent to dissolve in the form that the Director
fixes, if such revocation is approved in the same manner as the
resolution under subsection (3).

(11) On receipt of a statement of revocation of intent to dissolve,
the Director shall issue a certificate of revocation of intent to
dissolve in accordance with section 262.

(12) On the date shown in the certificate of revocation of intent to
dissolve, the revocation is effective and the corporation may continue
to carry on its business or businesses.

(13) If a certificate of intent to dissolve has not been revoked and
the corporation has complied with subsection (7), the corporation shall
prepare articles of dissolution.

(14) Articles of dissolution in the form that the Director fixes shall be sent to the Director.

(15) On receipt of articles of dissolution, the Director shall issue a
certificate of dissolution in accordance with section 262.

(16) The corporation ceases to exist on the date shown in the certificate of dissolution.